EXHIBIT 99.4

                                 TERM LOAN NOTE

U.S. $50,000,000.00*                                    Dated: December 20, 2001


     FOR VALUE RECEIVED, the undersigned, Covad Communications Group, Inc. (the
"Borrower"), HEREBY PROMISE TO PAY to the order of SBC Communications Inc. (the
"Lender") the aggregate Unpaid Principal Amount (including any interest added
thereto in accordance with the Credit Agreement referred to below) of the Term
Loan (as defined in the Credit Agreement referred to below) of the Lender to the
Borrower (which aggregate Unpaid Principal Amount shall not exceed
$50,000,000.00* immediately after the making of the Term Loan), payable at such
times, and in such amounts, as are specified in the Credit Agreement.

     The Borrower promises to pay interest on the Unpaid Principal Amount
(including any interest added thereto as aforesaid) of the Term Loan from the
date of the Term Loan until such Principal Amount is paid in full, at such
interest rates, and payable at such times, as are specified in the Credit
Agreement.

     Both principal and interest are payable in lawful money of the United
States of America to the Lender, at the Lender's account maintained at JP Morgan
Chase, 270 Park Avenue, New York, New York 10017-2070, or at such other bank as
the Lender may designate from time to time in immediately available funds.

     This Note is the Term Loan Note referred to in, and is entitled to the
benefits of, the Credit Agreement, dated as of November 12, 2001 (said
Agreement, as it may be amended or otherwise modified from time to time, being
the "Credit Agreement"), between the Borrower and the Lender, and the other Loan
Documents referred to therein and entered into pursuant thereto. The Credit
Agreement, among other things, (i) provides for the Term Loan of the Lender in
the aggregate Unpaid Principal Amount (including any interest added thereto as
aforesaid) not to exceed immediately after the making of the Term Loan, the
indebtedness of the Borrower resulting from such Term Loan being evidenced by
this Note, and (ii) contains provisions for acceleration of the maturity of the
Unpaid Principal Amount of this Note upon the happening of certain stated events
and also for prepayments on account of the principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.

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* Such amount represents the maximum aggregate unpaid Principal Amount of the
Term Loan evidenced by this Note that may exist immediately after the making of
the Term Loan; as specified in the Credit Agreement, however, the aggregate
unpaid Principal Amount of the Term Loan evidenced hereby may thereafter exceed
such amount upon the addition of interest thereto in accordance with the Credit
Agreement.



     This Note is secured as provided in the Loan Documents. All capitalized
terms shall have the meanings ascribed thereto in the Credit Agreement.

     Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by the Borrower.

     This Note, including the interpretation, construction, validity and
enforceability thereof, shall be governed by the law of the State of Delaware.

                                COVAD COMMUNICATIONS GROUP, INC.

                                By: /s/ Charles Hoffman
                                   -------------------------------------------
                                   Name: Charles Hoffman
                                   Title: President and Chief Executive Officer


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